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BYLAWS OF
GRIERS FORK OWNERS' ASSOCIATION, INC.
ARTICLE I
NAME AND LOCATION
Section 1. NAME. The name of the
corporation is GRIERS FORK OWNERS' ASSOCIATION, INC., hereinafter referred
to as the "Association".
Section 2. LOCATION. The principal office of the corporation shall be
located in Mecklenburg County, North Carolina. The registered office of the
Association may be, but need not be, identical with the principal office.
ARTICLE II
DEFINITIONS
Section 1. "Association" shall mean
and refer to GRIERS FORK OWNERS' ASSOCIATION, INC., a North Carolina non-profit
corporation, its successors and assigns.
Section 2. "Common Area" shall mean all real property (including the
improvements thereto) and other property owned by the Association for the common use and enjoyment of the Owners. The Common Area
to be owned by the Association is all of the area labeled as "Common Area" on
the Maps and as otherwise described in the Declaration.
Section 3. "Declarant" or "Declarants" shall mean and refer to Grier's
Fork, LLC, a North Carolina limited liability company, and shall also mean and
refer to any person, firm or corporation which shall also be designated as a "Declarant"
by Grier's Fork,
LLC hereafter when such designee becomes vested with title to two or more
undeveloped Lots for the purpose of causing dwellings to be constructed thereon,
and any such successor in title to Grier's Fork, LLC shall be a Declarant during
such period of time as said party is vested with title to two or more such lots
(whether undeveloped or developed and unconveyed), but no longer.
Section 4. "Declaration" shall mean and refer to the Declaration of Covenants,
Conditions and Restrictions for Griers Fork applicable to the Properties
recorded in the Mecklenburg County Public Registry.
Section 5. "Development" shall mean and refer to Griers Fork, a single-family
residential development proposed to be developed on the Properties by the Declarant.
Section 6. "Lot" shall mean and refer to any plot of land, with delineated
boundary lines, appearing on the Maps with the exception of the Common Areas and
public roads and streets.
Section 7. "Maps" shall mean and refer to the map of the Existing Property as
described in Article II, Section 1, of the Declaration, and any map of the
Additional Properties, as defined in the Declaration (if all or any part of said
Additional
Properties are annexed pursuant to Article II of the Declaration) which may be
recorded by Declarant in the Mecklenburg County, North Carolina, Public Registry
hereafter.
Section 8. "Member" shall mean and refer to every person or entity who holds
membership in the Association.
Section 9. "Mortgage" shall mean any mortgage or deed of trust constituting a
first lien on a Lot.
Section 10. "Mortgagee" shall mean the owner and holder of a Mortgage at the
time such term is being applied.
Section 11. "Owner" shall mean and refer to the record owner,
whether one or more persons or entities, of a fee simple title to any Lot
including the Declarant if it owns any Lots and including contract sellers, but
excluding those having such interest merely as security for the performance of
an obligation.
Section 12. "Properties" shall mean and refer to the "Existing Property" as
described in Article II, Section 1 of the Declaration as well as any additional
real estate which may hereafter be made subject to the Declaration and brought
within the jurisdiction of the Association, as provided for in Article II,
Section 2 of the Declaration.
ARTICLE III
ASSOCIATION MEMBERS
Section 1. ANNUAL MEETING OF MEMBERS.
The annual meeting of the Members shall be
held at the principal office of the Association, at an hour to be fixed by the
President, on the second Tuesday in January of each year (with the first annual
meeting to occur on the second Tuesday in January, 1999) for the purpose of
electing directors and for the transaction of such other business as may be
brought before the meeting. If the day fixed for the annual meeting shall be a
legal holiday, such meeting shall be held on the next succeeding business day.
Section 2. SUBSTITUTE ANNUAL MEETING. If the annual meeting shall not be held on
the day designated in these Bylaws, a substitute annual meeting at the principal
office of the Association may be called in accordance with the provisions of
Section 3 of this Article III. A meeting so called shall be designated and
treated for all purposes as the annual meeting.
Section 3. SPECIAL MEETINGS OF MEMBERS. Special meetings of the Members may be
held in the principal office of the Association,
or elsewhere by consent of the Members, whenever called in writing by the
President or any member of the Board of Directors of the Association or by
Members representing twenty percent (20%) of the membership entitled to vote.
Section 4. NOTICE OF MEETING. Written or printed notices
stating the time and place of meeting shall be mailed or delivered by the
Secretary to each Member of record at the Member's last known address. The
notice of each meeting shall be mailed or delivered by the Secretary not less
than thirty (30) days nor more than sixty (60) days prior to the date set for
such meeting and as to special meetings, the Notice shall indicate the purpose
or purposes thereof.
Section 5. QUORUM. Unless otherwise specified in the
Declaration, at any meeting of the Members, ten percent (10%)
five percent (5%) (Per amendment approved by
the members at the Annual Meeting of the Griers Fork Owners' Association, Inc.,
held on February 18. 2004.) of the Members
entitled to vote, present in person or represented by proxy, shall constitute a
quorum of the membership for all purposes. If a quorum is not present, the
meeting may be recessed from time to time by announcement from the chair at the
time such meeting was set and such shall be sufficient notice of the time and
place of the recessed meeting. The Members present at a duly organized meeting
may continue to transact business until adjournment, notwithstanding the
withdrawal of enough Members to leave less than a quorum.
Section 6. ORGANIZATION. The President, or, in his or her absence, the Vice
President, shall preside over all meetings of Members and the Secretary of the
Association shall act as Secretary at all meetings of the Members; provided,
however, in the Secretary's absence the President may appoint a Secretary for
the meeting of the members.
Section 7. VOTING. Each Member of the Association, as
defined in the Articles of Incorporation of said Association, shall be entitled
to one vote for each Class A Lot owned and three votes for each Class B Lot
owned on matters submitted to a vote at a meeting of Members. The vote of a
majority of the votes cast at a meeting of Members at which a quorum is present
shall be the act of the Members on that matter, unless the vote of a greater
number is required by law or by the Declaration, the Association's Articles of
Incorporation or these Bylaws. Cumulative voting shall not be allowed.
Section 8. VOTING BY PROXY. The vote allocated to a Member
may be cast pursuant to a dated written proxy signed by the Member. A Member may
not revoke a proxy except by written notice delivered to the person presiding
over a meeting of the Association. A proxy terminates one year after its date,
unless it specifies a shorter term.
Section 9. WAIVER OF NOTICE. Any Member may, at any time, waive notice of any
meeting of the Members in writing and such waiver shall be deemed equivalent to
the giving of such notice.
Attendance by a Member at any meeting of the Members shall constitute a waiver
of notice by him of the time and place thereof except where a Member attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting was not lawfully called. If all the Members are present at
any meeting of the Members, no notice shall be required and any business may be
transacted at such meeting.
Section 10. INFORMAL ACTION BY MEMBERS. Any action which may be taken at a
meeting of the Members may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the persons who
would be entitled to vote upon such action at a meeting and filed with the
Secretary of the Association to be kept in the Association's minute book.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. NUMBER AND TERM OF OFFICE. The business and
affairs of the Association shall be managed by a Board of Directors of no less
than three (3) persons, who need not be Members of the
Association. Each director shall serve for a term of one (1) year
or until his or her death, resignation, retirement, removal, disqualification or
his or her successor is elected and qualified.
Per amendment approved by the members at the Annual Meeting of the Griers Fork Owners' Association, Inc., held on January 8. 2001:
At the first election following approval of this amendment, members shall elect three directors to serve a term of two years and two directors to serve a term of one year. At each annual meeting thereafter the members shall elect the number of directors needed to fill the expired position or positions and the new director(s) shall serve for a term of two years. Each director shall hold office until his or her death, resignation, retirement, removal, disqualification or his or her successor is elected or qualified.
Section 2. COMPENSATION. No director shall receive
compensation for any service he or she may render to the Association. However,
with the prior approval of the Board, any director may be reimbursed for actual
expenses incurred in the performance of his or her duties.
Section 3. NOMINATION. After the first election of
directors, nominations for election to the Board shall be made by a Nominating
Committee. Nominations may also be made from the floor at the annual meeting.
Nominations at the first meeting will be from the floor. The Nominating
Committee shall consist of a Chairman, who shall be a member of the Board, and
two or more Members of the Association. The Nominating Committee shall be
appointed by the Board prior to each annual meeting of the Members,
to serve from the close of such annual meeting until the close of the next
annual meeting and such appointment shall be announced at each annual meeting.
The Nominating Committee shall make as many nominations for election to the
Board as it shall in its discretion determine, but not less than the number of
vacancies that are to be filled.
Section 4. ELECTION. Except as provided in Section 5 of this Article IV,
Directors shall be elected at the annual meeting of the Members by written
ballot. At such election, the Members or their proxies may cast, in respect to
each vacancy, as many votes as they
are entitled to exercise under the provisions of the Declaration. The persons
receiving the largest number of votes shall be elected. Cumulative voting shall
not be allowed.
Section 5. REMOVAL. Any director may be removed from the Board, with or without
cause, by a majority vote of the Members.
In the event of death, resignation or removal of a director, his or her
successor shall be selected by the remaining members of the Board and shall
serve for the unexpired term of his or her predecessor. The Members may elect a
director at any time to fill any vacancy not filled by the directors.
Section 6. ACTION WITHOUT MEETING. The Board shall have the right to take any
action in the absence of a meeting which they could take at a duly held meeting
by obtaining the written consent
of all of the directors to the action. Any action so approved
shall be filed in the corporate books and records and shall have the same effect
as though taken at a meeting of the Board.
Section 7. MEETINGS. Meetings of the Board shall be held quarterly without
notice, at such place and hour, as may be fixed from time to time by resolution
of the Board. Special meetings of the Board may be called by any director after
not less than five
(5) days notice to each director.
Section 8. QUORUM. A majority of the directors shall
constitute a quorum for the transaction of business. Every act or decision done
or made by a majority of the directors present at a duly held meeting shall be
regarded as the act of the Board.
Section 9. CHAIRMAN. A Chairman of the Board shall be
elected by the directors and shall preside over all Board meetings until the
President of the Association is elected. Thereafter, the President of the
Association shall serve as Chairman. In the event there is a vacancy in the
office of Presidency, a Chairman shall be
elected by the Board of Directors and shall serve until a new President is
elected.
Section 10. LIABILITY OF THE BOARD. The members of the Board of Directors shall
not be liable to the Owners for any mistake of judgment, negligence, or
otherwise except for their own individual willful misconduct or bad faith. The
Owners shall indemnify and hold harmless each of the members of the Board
against all contractual liability to others arising out of contracts made by the
Board on behalf of the Association unless any such contracts shall have been
made in bad faith or contrary to the provisions of the Declaration or these
Bylaws. It is intended that the members of the Board shall have no personal
liability with respect to any
contract made by them on behalf of the Association, except to the extent that they are Owner(s)
.
The indemnification provided herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any statute, bylaw,
agreement, vote of Members or disinterested directors or otherwise, both as to
action in his or her official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
The Association may purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the Association, or is or
was serving at the request of the Association as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or her and incurred by him
or her in such capacity, or arising out of his or her status as such, whether or
not the Association would have the power to indemnify him or her against such
liability.
The Association's indemnity of any person who is or was a director, officer,
employee or agent of the Association, or is or
was serving at the request of the Association, as a director, officer, employee
or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall be reduced by any amounts such
person may collect as indemnification (i) under any policy of insurance
purchased and maintained on his or her behalf
by the Association, or (ii) from such other corporation, partnership, joint
venture, trust or other enterprise.
Nothing contained in this Article, or elsewhere in these Bylaws, shall operate
to indemnify any director or officer if such indemnification is for any reason
contrary to any applicable state or federal law.
Section 11. POWERS AND AUTHORITY OF THE BOARD OF DIRECTORS.
Subject to the provisions contained herein and applicable law, the Board shall
have the power and authority to exercise all of the rights and powers of the
Association, including, but not limited to, the following powers:
(a) To adopt rules and regulations governing the use of the Common Areas and
facilities, the personal conduct of the Members and their guests thereon, and
establish penalties for the infraction thereof;
(b) To suspend the voting rights and right of use of the recreational facilities
of a Member during any period in which such Member shall be in default in the
payment of any assessment levied
by the Association; and to suspend such rights, after notice and hearing, for
infraction of published rules and regulations for a period of not to exceed 60
days;
(c) To declare the office of a director to be vacant in the event such director
shall be absent from three (3) consecutive regular meetings of the Board;
(d) To employ a manager, an independent contractor, or other employees as is
deemed necessary, and prescribe their duties;
(e) To procure, maintain, and pay premiums on, insurance policy (s) and
equitably assess the Members for their pro rata portion of such expense;
(f) To impose and receive any payments, fees, or charges for the use, rental, or
operation of the Common Areas or elements other than for service provided to
Members;
(g) To employ attorneys to represent the Association when deemed necessary;
(h) To grant easements for the installation and maintenance of sewerage,
utilities or drainage facilities upon, over, under and across the Common Areas
without the ascent of the membership when such easements are requisite for the
convenient use and enjoyment of the Properties;
(i) To appoint and remove at pleasure all officers, agents and employees of the
Association, prescribe their duties, fix their compensation and require of them
such security or
fidelity bond as the Board may deem expedient;
(j) To exercise all other powers, duties and authority vested in or delegated to
this Association and not reserved to the membership by other provisions of these
Bylaws, the Articles of Incorporation or the Declaration;
(k) To exercise any other powers necessary and proper for the governance and
operation of the Association; and
(l) To have and to exercise any and all powers, rights and privileges which a corporation
organized under
the Non-Profit Corporation Law of the State of North Carolina by law may
now or hereafter have or exercise.
Section 12. DUTIES OF THE BOARD OF DIRECTORS.
It shall be the duty of the Board to do the
following:
(a) To cause the Common Areas to be maintained, repaired, and replaced as
necessary, and to assess the Members to recover the cost of the upkeep of the
common elements;
(b) To keep a complete record of all its acts and corporate affairs and present
a statement thereof to the Members at the annual meeting, or at any special
meeting when such statement is requested in writing by 25% of the Members;
(d) To supervise all officers, agents and employees of the Association, and see
that their duties are properly performed;
(e) As more fully provided in the Declaration, to fix the amount of the annual
assessment against each Lot at least thirty (30) days before January.1 of each
year based on the projected budget for the annual assessment period;
(f) To send written notice of each assessment to every Member at least thirty
(30) days in advance of the due date for each annual assessment;
(g) To foreclose any unpaid assessments and liens resulting therefrom against
any property for which assessments are not paid within thirty (30) days after
the applicable due date or to bring an action at law against the Member
personally obligated to pay the same;
(h) To issue, or have issued, for a reasonable charge,
a certificate setting forth whether or not any assessment has been paid;
provided, however, that if a certificate states that an assessment has been
paid, such certificate shall be conclusive evidence of such payment;
(i) To procure and maintain, at all times, adequate
hazard insurance on the property owned by the Association and all property for
which the Association has the duty to maintain, and sufficient liability
insurance to adequately protect the Association and officers and directors
thereof; and
(j) To cause all officers or employees, including officers and employees of
professional management, having fiscal responsibilities to be bonded, as it may
deem appropriate.
ARTICLE V
OFFICERS
Section 1. OFFICERS. The officers of the Association shall be a President and
Vice-President, who shall at all times be
members of the Board of Directors, a Secretary, and a Treasurer, and such other
officers as the Board may from time to time by resolution create.
Section 2. ELECTION OF OFFICERS. The election of officers
shall take place at the first meeting of the Board of Directors following each
annual meeting of the Members.
Section 3. TERM. Each officer of the Association shall be
elected annually by the Board and each shall hold office for one
(1) year or until his or her death, resignation, retirement, removal,
disqualification, or his or her successor is elected and qualifies.
Section 4. SPECIAL APPOINTMENTS. The Board may elect such other officers as the
affairs of the Association may require, each of whom shall hold office for such
period, have such authority and
perform such duties as the Board may, from time to time, determine.
Section 5. RESIGNATION AND REMOVAL. Any officer may be
removed from office with or without cause by the Board. Any officer may resign
at any time giving written notice to the Board,
the President or the Secretary. Such resignation shall take effect on the date
of receipt of such notice or at any later time specified therein, and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 6. VACANCIES. A vacancy in any office may be filled by appointment by
the Board. The officer appointed to such vacancy shall serve for the remainder
of the term of the officer he or she replaces.
Section 7. MULTIPLE OFFICES. The offices of Secretary and Treasurer may be held
by the same person. No person shall simultaneously hold more than one of any of
the other offices except in the case of special offices created pursuant to
Section 4 of this Article.
Section 8. COMPENSATION. No officer shall
receive any
compensation from the Association for acting as such.
Section 9.
POWERS AND DUTIES OF THE OFFICERS.
(a) The President shall be the principal executive officer of the Association
and, subject to the control of the
Board, shall supervise and control the management of the Association. The
President shall preside at all meetings of the Board; shall see that orders and
resolutions of the Board are carried out; shall sign all leases, mortgages,
deeds and other written instruments and shall co-sign all checks and promissory
notes on behalf of the Association.
(b) The Vice President shall act in the place of the
President in the event of his or her absence, or his or her inability or refusal
to act, and shall exercise and discharge such other duties as may be required of
him or her by the Board.
(c) The Secretary shall record the votes and keep the minutes of all meetings
and proceedings of the Board and of the Members; keep the corporate seal and
affix it on all papers requiring said seal; serve notice of meetings of the
Board and of the Members; keep appropriate current records showing the members
of the Association together with their addresses and shall perform such other
duties as required by the Board.
(d) The Treasurer shall receive and deposit in appropriate bank accounts all
monies of the Association and disburse such funds as directed by the Board;
shall sign all checks and promissory notes (such checks and promissory notes to
be co-signed by the President) of the Association; shall keep proper books of
account; shall cause an annual audit of the Association books to be made by a
public accountant at the completion of each fiscal year and shall prepare an
annual budget and a statement of income and expenditures to be presented to the
membership at its annual meeting, and deliver a copy to each Member.
ARTICLE VI
BOOKS AND RECORDS
The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any Member. The Articles of Incorporation, Declaration and Bylaws of the Association shall be available for inspection by any Member at the principal office of the Association, where copies may be purchased at reasonable cost.
ARTICLE VII
COMMITTEES
The Association shall appoint a Nominating Committee as provided in these Bylaws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purposes.
ARTICLE VIII
ASSESSMENTS
As more fully provided in the Declaration, each Member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the lesser of (i) eighteen percent (18%) per annum, or (ii) the then current maximum rate of interest allowed by law in the State of North Carolina. In addition to such interest charge, the delinquent Member shall also pay such late charge as may be established by the Board of Directors, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the applicable Lot; and interest, costs and reasonable attorneys' fees of any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessments provided for herein by nonuse of the Common Area or abandonment of his or her Lot.
ARTICLE IX
FORMS OF PROXY AND WAIVER
Section 1. FORMS OF PROXY. The following form of proxy shall be deemed sufficient, but any other form may be used which is sufficient in law:
GRIERS FORK OWNERS' ASSOCIATION, INC.
Know all men by these presents that the undersigned member of Griers Fork Owners' Association, Inc. (the "Association") hereby constitutes and appoints __________ the attorney and proxy of the undersigned to annual and special meetings of the members of the Association, at which I am not present, until the secretary of the Association receives from me a letter revoking this proxy and for and on behalf of the undersigned to vote as the undersigned would be entitled to vote if personally present, hereby ratifying and confirming all that said attorney and proxy shall do in the premises, and giving and granting unto said attorney and proxy full power of substitution and revocation.Dated:___________ , 19____
_____________________________________
Member
Witness:_____________________________________
Section 2. FORM OF WAIVER OF NOTICE. The following form of waiver of notice shall be deemed sufficient, but any other form may be used which is sufficient in law:
GRIERS FORK OWNERS' ASSOCIATION, INC
We the undersigned (Board or Association Members) of Griers Fork Owners' Association, Inc. do hereby severally waive notice of the time, place, and purpose of (the annual or a special) meeting of the Board or Association members) of the said association, and consent that same be held at _______________ on the ____ day of ________,19 ___ at ____ o'clock __. M., and we consent to the transaction of any and all any nature that may come before the meeting.
Dated this _____ day of ________, 19 ________________________________________
__________________________________
__________________________________
ARTICLE X
ARBITRATION
Any claim which shall be made against one or more members of the Board of Directors shall be settled by arbitration except as otherwise provided herein, in the Declaration or under any applicable law, and judgment upon the award may be entered in any court having jurisdiction thereof. Such arbitration shall be commenced upon the delivery of such claim, in writing, to one or more members of the Board; and shall be before one disinterested arbitrator if one can be agreed upon, otherwise before three disinterested arbitrators, one named by the director (s), one by the Owner (s), and one by the two thus chosen. The arbitrator or arbitrators shall determine the controversy in accordance with the laws of North Carolina as applied to the facts found by him or them. If the Director(s} or the Owner(s) shall refuse or fail to so name an arbitrator within thirty (3D) days after written notice from the other party requiring the naming of an arbitrator, then the arbitrator so named by the party not in default hereunder shall have the power to proceed to arbitrate and determine the matters in controversy as if he or she were an arbitrator appointed by both parties for that purpose and his or her award in writing signed by him or her shall be final. The rules of procedure for the arbitration hearing may be adopted by the Arbitrators. All arbitration proceedings hereunder shall be conducted in Charlotte, North Carolina.
ARTICLE XI
GENERAL PROVISIONS
Section 1. AMENDMENTS. Except as otherwise provided herein or in the
Declaration, these Bylaws may be amended or repealed and new bylaws may be
adopted by the affirmative vote of a majority of the Board then holding office
at any regular or special meeting of the Board and by a majority vote of the
Members at a regular or special meeting of the Members at which a quorum is
present, except that the Federal Housing Administration or the Veterans
Administration shall have the right to veto amendments while there
is Class B membership. In the case of any conflict between the
Articles of Incorporation and these Bylaws, the Articles shall control; and in
the case of conflict between the Declaration and these Bylaws, the Declaration
shall control.
Section 2. ASSOCIATION SEAL. A seal with the words "GRIERS FORK OWNERS'
ASSOCIATION, INC." on the outer circle and the date "1998" within the circle,
shall be the common corporate seal of the
Association and shall be in the custody of the Secretary.
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June 18, 1998
Let it be known that I, Dawn Sanderson of Land Craft Properties, Inc., have
read, approved and adopted these Bylaws for the use of the Griers Fork Owners
Association Board of Directors.
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February 18, 2004
At the 2004 Griers Fork Owners' Association meeting on February 18, members approved an amendment to the Bylaws changing the requirement for a quorum at a meeting of members to five percent (10 properties represented in person or by proxy) from the current 10%. The new quorum requirement will apply to all actions except for approval of special assessments or increasing annual dues by more than the maximum allowed by the Griers Fork covenants. The Declaration of Covenants, Conditions, and Restrictions specifies a quorum as at least 30% of the members for those two actions.